FRANK RUSSELL INVESTMENT COMPANY

DISTRIBUTION PLAN

CLASS A SHARES

CLASS C SHARES

CLASS R3 SHARES

This Distribution Plan (the Plan) has been adopted with respect to Class A, Class C Shares, and Class R3 Shares (each, respectively, the Shares) issued by certain Funds, as defined below, of Frank Russell Investment Company (the Company), an open-end management investment company registered under the Investment Company Act of 1940, as amended, (the 1940 Act), consisting of distinct portfolios of shares of common stock (each a Fund or, collectively, the Funds) by the Board of Trustees of the Company (the Board), in conformance with Rule 12b-1 under the 1940 Act.

This Plan will pertain to the Class C Shares of each of the following Funds: Diversified Equity Fund, Special Growth Fund, Quantitative Equity Fund, Diversified Bond Fund, Short Term Bond Fund, Tax Exempt Bond Fund, Multistrategy Bond Fund, International Securities Fund, Real Estate Securities Fund, Select Value Fund, Select Growth Fund, Tax-Managed Large Cap Fund, Emerging Markets Fund, Tax-Managed Global Equity Fund and Tax-Managed Mid & Small Cap Fund.

This Plan will also pertain to the Class A Shares, Class C Shares, and Class R3 Shares of each of the following Funds: Equity Aggressive Strategy Fund, Aggressive Strategy Fund, Balanced Strategy Fund, Moderate Strategy Fund, Conservative Strategy Fund, 2010 Strategy Fund, 2020 Strategy Fund, 2030 Strategy Fund and 2040 Strategy Fund.

This Plan will also pertain to the Class A Shares of the Money Market Fund.

This Plan shall also apply to Shares of any other Fund as shall be designated from time to time by the Board in any supplement to the Plan (Supplement).

Section 1. Payment of Distribution-Related Services. The Company may compensate its principal underwriter (the Distributor) or any investment advisers, banks, broker-dealers or other financial institutions that have entered into Sales Support Agreements (Selling Agents) for any activities or expenses primarily intended to result in the sale of Shares of the Companys Funds, as set forth in a Selling Agent Sales Support Agreement, forms of which are set forth as Appendix A-1, A-2 and Appendix B hereto (each, a Support Agreement), provided that any material modifications of services listed in the Support Agreement shall be presented for approval or ratification by the Board at the next regularly scheduled Board meeting. Payments by the Company under this Section 1 of the Plan will be calculated daily and paid quarterly at a rate or rates set from time to time by the Board, provided that no rate set by the Board for Shares of any Fund may exceed, on an annual basis, .75% of the average daily net asset value of a Funds Shares.

Section 2. Distribution-Related Expenses Covered by the Plan. The fees payable under Section 1 of this Plan may be used to compensate (a) Selling Agents for sales support services provided, and related expenses incurred, with respect to Shares by such Selling Agents and (b) the Distributor for distribution services provided, and related expenses incurred by it with respect to Shares, including payments made by the Distributor to compensate Selling Agents for providing such support services and incurring such related expenses.

Section 3. Sales Support Agreements. Any officer of the Company is authorized to execute and deliver, in the name and on behalf of the Company, (a) written agreements with Selling Agents and (b) a written agreement with the Distributor, each in a form duly approved from time to time by the Companys Board. Any such agreement with Selling Agents and any such agreement with the Distributor shall be in substantially the forms attached hereto as Appendix A-1, A-2 and Appendix B, respectively, until modified by the Board.

Section 4. Limitations on Payments. Payment made by a Fund under Section 1 must be for distribution services rendered for or on behalf of such Fund. All expenses incurred by a Fund in connection with the Support Agreement and the implementation of this Plan shall be borne entirely by the beneficial owners or holders of the Shares of the Fund involved. If more than one Fund is involved and these expenses are not directly attributable to the Shares of a particular Fund, then the expenses may be allocated between or among the Shares of all relevant Funds in a fair and equitable manner.

Notwithstanding anything herein to the contrary, no Fund shall be obligated to make any payments under this Plan that exceed the maximum amounts payable under the applicable Rules of the National Association of Securities Dealers.

Section 5. Reports of Distributor. So long as this Plan is in effect, the Distributor shall provide to the Companys officers and Board, and the Board shall review at least quarterly, a written report of the amounts expended by it pursuant to this Plan, or by Selling Agents pursuant to Support Agreements, and the purposes for which such expenditures were made.

Section 6. Definition of Majority Vote. As used herein, the term Majority Vote of the Shares of a Fund means a vote of the holders of the lesser of (a) more than fifty percent (50%) of the outstanding Shares of a Fund or (b) sixty-seven percent (67%) or more of the Shares of a Fund present at a shareholders meeting, if the holders of more than 50% of the outstanding Shares of such Fund are present or represented by proxy.

Section 7. Approval of Plan. This Plan will become effective at such time as it is specified by the Board, as to the Shares of a Fund, provided, however, that the Plan is approved by (a) a Majority Vote of the Shares of a Fund, and (b) a majority of the Board, including a majority of the trustees who are not interested persons (as defined in the 1940 Act) of the Company and who have no direct or indirect financial interest in the operation of this Plan or in any agreements entered into in connection with this Plan (the Disinterested Trustees), pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of this Plan.

Section 8. Continuance of Plan. This Plan may continue in effect for so long as its continuance is specifically approved at least annually by the Companys Board in the manner described in Section 7.

Section 9. Amendments. This Plan may be amended at any time with respect to any Fund by the Board provided that (a) any amendment to increase materially the costs that a Funds Shares may bear for distribution pursuant to this Plan shall be effective upon only the Majority Vote of the outstanding Shares of the Fund, and (b) any material amendments of the terms of this Plan shall become effective only upon approval as provided in Section 7(b) hereof.

Section 10. Termination. This Plan is terminable, as to a Funds Shares, without penalty at any time by (a) a vote of a majority of the Disinterested Trustees, or (b) a Majority Vote of the outstanding Shares of the Fund.

Section 11. Selection/Nomination of Trustees. While this Plan is in effect, the selection and nomination of the Disinterested Trustees shall be committed to the discretion of such Disinterested Trustees.

Section 12. Records. The Company will preserve copies of this Plan, and any agreements and written reports regarding this Plan presented to the Board for a period of not less than six years.

Section 13. Miscellaneous. The captions in this Plan are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, Frank Russell Investment Company has adopted this revised Distribution Plan as of                         .

Appendix A-1

SALES SUPPORT AGREEMENT

WITH SELLING AGENT

                         SHARES

(Class Shares)

Ladies and Gentlemen:

We wish to enter into this Sales Support Agreement (Agreement) with you concerning the provision of sales support assistance relating to Class Shares of the investment portfolios (the Funds) of Frank Russell Investment Company (Investment Company) for which we are the principal underwriter as defined in the Investment Company Act of 1940 (the 1940 Act) for the continuous distribution of said Class Shares.

The terms and conditions of this Agreement are as follows:

Section 1. You agree to provide reasonable sales support assistance in connection with the sale of Class Shares to your customers (Customers). Your assistance may include, but neither is required to include nor is limited to, the following: (1) providing facilities to answer questions from prospective investors about the Investment Company; (2) receiving and answering correspondence, including requests for prospectuses and statements of additional information; (3) preparing, printing and delivering prospectuses and shareholder reports to prospective investors; (4) complying with federal and state securities laws pertaining to the sale of Class Shares; (5) preparing advertising and promotional materials; (6) assisting investors in Class Shares in completing application forms and selecting dividend and other account options; and (7) forwarding sales literature and advertising provided by or on behalf of the Investment Company to Customers and providing such other sales support assistance as may be requested by us or the Investment Company from time to time. In addition, you may provide your endorsement of the Class Shares to your Customers as an inducement to invest in the Class Shares. All services rendered hereunder by you shall be performed in a professional, competent and timely manner.

Section 2. We recognize that you may be subject to the provisions of the Investment Advisers Act of 1940 and other laws governing, among other things, the conduct of activities by investment advisers, federally chartered and supervised banks, and other banking organizations. As such, you may be restricted in the activities you may undertake and for which you may be paid. You will perform only those activities, which are consistent with statutes and regulations applicable to you. You will act solely for the account of your Customers.

Section 3. You will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used in your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the sales support services contemplated hereby.

Section 4. Neither you nor any of your officers, employees or agents are authorized to make any representations concerning us, the Investment Company or the Class Shares, except those contained in the Investment Companys applicable then current prospectuses and statements of additional information, as amended or supplemented from time to time, a copy of each of which will be supplied by us or the Investment Company or on its behalf to you, or in such supplemental literature or advertising as may be authorized by us on behalf of the Investment Company in writing.

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